AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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This Agreement, dated as of March 20, 2000, is made between EMONS
TRANSPORTATION GROUP, INC. (formerly known as Emons Holdings, Inc.), a Delaware
corporation with offices at 00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxx,
Xxxxxxxxxxxx 00000 (together with any and all present and future affiliates and
subsidiaries thereof, the "Company"), and XXXXXX XXXXXXXX, residing at 0000
Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000 formerly at 00 Xxxx Xxxx Xxxxx, Xxxxxxxxx, XX
00000 (the "Employee"). All capitalized terms contained in this Agreement not
otherwise defined herein have the meanings defined in the Amended and Restated
Employment Agreement, dated as of December 31, 1989, and amendments thereto
dated as of May 26, 1994, June 17, 1998 and November 19, 1998, between the
Company and Employee (the "Amended and Restated Employment Agreement").
RECITALS
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The Company and Employee previously entered into an Employment
Agreement, dated as of December 31, 1986 (the "1986 Employment Agreement"),
between the Company and Employee, pursuant to which the Company engaged Employee
to serve as Chairman of the Board and Chief Executive Officer of the Company and
perform services for the Company pursuant to the terms and condition of the 1986
Employment Agreement.
The Company and Employee amended and restated the 1986 Employment
Agreement in the Amended and Restated Employment Agreement, dated as of December
31, 1989 (the "Amended and Restated Employment Agreement"), between the Company
and Employee, to read in full as set forth in the Amended and Restated
Employment Agreement.
Subsequently, thereto dated May 26, 1994, June 17, 1998 and November
19, 1998, the Company and Employee amended the Amended and Restated Employment
Agreement.
The Company and Employee desires to further amend the Amended and
Restated Employment Agreement in certain respects as provided herein.
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In consideration of the promises herein contained and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
to amend the Amended and Restated Employment Agreement as set forth herein:
1. Amendment to Section 6(d). Section 6(d), Termination By the
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Company Other Than for Due Cause is hereby amended and restated. The
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foregoing notwithstanding, the Company may terminate Employee's employment
prior to the expiration of the term of this Agreement for whatever reason
it deems appropriate; provided, however, that in the event such termination
is not due to Disability as provided in Section 6(b) or based on Due Cause
as provided in Section 6(c) Employee shall be entitled to a lump sum
payment, payable within thirty (30) days after his termination of
employment, of an amount equal to 36 months' base salary at a rate equal to
the highest annualized rate in effect, pursuant to Section 3, during the
six-month period immediately prior to his termination; provided, however,
that, except in the case of termination under section 6(f), if the Board of
Directors determines that the payment of such lump sum amount would have a
materially adverse effect on the financial condition of the Company, the
Company may elect to pay such amount to Employee in 36 equal consecutive
monthly installments payable on the first day of
Amendment to the Amended and Restated Employment Agreement
March 20, 2000
Page 2
each month commencing within 30 days after such termination. Employee shall
be under no obligation to seek subsequent employment and upon obtaining
subsequent employment shall be under no obligation to offset any amounts
earned from such subsequent employment (whether as an employee, a
consultant or otherwise) against the aforesaid salary payment due under
this section. The Company shall continue to pay the automobile allowance
pursuant to Section 4 and shall continue to carry the life, disability,
health, hospitalization, surgical and major medical insurance coverage for
Employee for a 36-month period following termination of employment, unless
prohibited by the insurer or by law, in which case the Company shall
provide the economic equivalent. If coverage is continued, the Company
shall give the Employee the right to assume the life, disability, health,
hospitalization, surgical and major medical insurance coverage or to
reimburse the Company for its continuing payments under such policies,
unless prohibited by the insurer or by law. For purposes of this Agreement,
"economic equivalent" shall mean the cost of the premiums paid by the
Company for the insurance coverage provided to Employee by the Company
during the 12 consecutive month period prior to such termination. Any such
continuing insurance coverage, or economic equivalent thereof, will be
offset by comparable coverage to Employee in connection with subsequent
employment, if any. Other rights and benefits of Employee under employee
benefit plans and programs of the Company, generally, will be determined in
accordance with the terms and provisions of such plans and programs.
2. Except as herein specifically amended, all terms, covenants and
provisions of the Amended and Restated Employment Agreement, and amendments
hereto, shall remain in full force and effect and shall be performed by the
parties thereto according to its terms and provisions.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment to the Amended and Restated Employment Agreement as of the date first
above stated.
EMONS TRANSPORTATION GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President and CFO,
Controller and Secretary
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
